Season 2 Ep 10 - Exit Stategy

Selling a bookkeeping business with Kelly Berger

 In this episode she breaks down the process for us and shares some mistakes to watch out for in acquiring or selling a firm.

We discuss:

 

  • [09:55] The pros and cons of working with a broker

  • [13:06] Vetting the acquirers: what Kelly was looking for

  • [16:48] Why the first deal fell through

  • [17:52] A clever way to structure the retention clause

  • [21:08] Vendor financing and why Kelly decided against it

  • [25:12] How Kelly selected the successful acquirer

  • [27:20] When to tell your staff the firm is being acquired

  • [31:39] What life is like now a few months after the acquisition

 

Kelly Berger is a management accountant and BAS agent and the driving force behind Bookkeepers Support. A group that provides training and mentoring to bookkeepers.

 

Kelly recently sold her bookkeeping practice Business Simplicity and is now focusing her energy on Bookkeepers Support.

 

You can connect with her on LinkedIn or via the Bookkeepers Support website.

 

This episode of the podcast is brought to you by sponsors

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The Lifestyle Accountant Show is a podcast that helps today’s accounting firm leaders build successful businesses while living healthy, happy lives hosted by Meryl Johnston.

For more information or to get in touch with us, head over to our website lifestyleaccountant.co



 

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Episode Transcript

Please note this transcript was generated by AI and contains errors including missing and misspelled words.

Meryl intro: [00:00:00] Hi there, and welcome to the podcast. I'm your host, Meryl Johnston. The Lifestyle Accountant Show exists to help today's accounting firm owners build successful firms while also living a healthy, happy life without sacrificing sleep or weekends or time with loved ones. Today we're talking with Kelly Berger.

Kelly recently sold her bookkeeping practice, Business Simplicity, and is now focusing her energy on supporting the industry via bookkeeper's support. That originated as a Facebook support group and now has over 7, 000 members and has grown into offering mentoring training and retreats as well as the support provided by the group.

 

Kelly: Typical retreat is, a Friday night to Sunday lunchtime. And, it's first, you know, Fridays get to know each other and, you know, maybe have a wine or something and, um, have [00:01:00] chat, about where they're at. And then, um, Saturday is, is full on learning. So, uh, depending on what I've got, um, in store for them.

So it's, the last one we've got is cash flow. So they're learning how to do a cash flow, they're learning how to do budgets, they're putting together their own business plan, and they can also use that for their clients. They're looking at their marketing, they're looking at their fee structure, so we discuss all those things along with all the paperwork and understanding of what everything means and how they need to set it up or focus on it, as well as workflow systems and those kind of things.

Meryl intro: Some of the areas we discussed with Kelly include the pros and cons of working with a business broker, vetting the acquirers and what Kelly was looking for in an acquirer, why the first deal fell through, a clever way to structure the retention clause, telling your staff about the acquisition and figuring out when the right time to bring that conversation up.

Vendor financing and why Kelly [00:02:00] decided against a deal that offered those terms, how Kelly selected the successful acquirer and what's life like now a few months after the acquisition. All that and more coming right up on the Lifestyle Accountant Show.

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Kelly: Hey Kelly, welcome to the show. Thank you very much for having me.

Meryl: Well, I'd love to hear a little bit more about your... Background and career. Could you talk a little bit about how you got into bookkeeping and, uh, your career over the last however many years?

Kelly: Yeah, so I, um, I jumped around from job to job. I was a career driver.

I was a limo driver. I was a telesales, I was, uh, retail sales, I was work cover, um, case manager, all sorts of different areas. And, um, my husband became a contractor and so I had to do his bookkeeping to keep him on track with that. And from that, I learned that I really love numbers and I love, you know, they speak to me, they tell me a story, which is what I love.

And, uh, so I went back to school and I did my, all the way through from my Cert 3, all the way [00:04:00] through to my advanced diploma. Um, and from there I got, um, I was working in a tax firm for a couple of years and I was just doing reception and basic bookkeeping and personal tax returns with them. And then I, um, after I had my last child, uh, who is now 12, uh, I went and worked in a, um, uh, office as an office manager.

So I was doing everything from Um, the day to day bookkeeping to the cash flow to the budgets to the HR to everything. Um, so that was a real eye opener for me and, um, I was sort of going out on my own as a bookkeeper at that stage. And um, so it allowed me to build up my client base and then ditch the full time job and jump straight into.

My business, which is the, uh, bookkeeper, uh, business simplicity and, um, and from that I created the bookkeepers Support group because I wanted to bounce off other bookkeepers and you know if [00:05:00] we need good support each other It'd be great. Now the group is now Um almost, uh, just over seven and a half thousand members in one of the main groups, uh, the bookkeepers support group Australia and um and yeah, now I’ve created bookkeepers support which um I've been running for several years as, um, an education tool and retreats, but, uh, now it's going on, um, putting courses online and, uh, more mentoring, more coaching, all those kind of things.

Um, now that I've sold my bookkeeping practice.

Meryl: Amazing. So you started your bookkeeping business kind of like a side hustle while you had a full time job. Oh, yeah. And were you doing that, were you actively looking to build a business or were you starting to get? A few people here and there saying, Hey, I heard you're a bookkeeper, can you handle my things?

What did the start of that business look like?

Kelly: The start of it was because I was only a casual tax firm. So I thought, well, this could be a really good business for me. Um, and so I started getting more and more into that. And then, um, yeah, after I came back from it. uh, [00:06:00] maternity leave. So my daughter was only, what, eight weeks old when I went to work full time, um, for the, the, um, as an office manager for three years.

So, um, while I was there, I, I did quite a few clients on, on the other side. So I'd leave, uh, home at 7am. I dropped my daughter off at daycare, head into the city and do my, my full time job and, uh, then come back and pick her up at about 6pm. And then I would drop her home, have dinner, and then I'd go out to see clients, so, um, and on weekends and nights.

So it was a full on, um, three years as I grew, um, and then I went out on my own and just went, right, I'm 100 percent into my business now.

Meryl: Amazing. And what did it look like from a lifestyle perspective when you made that transition and could leave the full time job?

Kelly: Uh, for me, it was more about getting my youngest daughter out of daycare, being able to attend things for my eldest daughter's schooling.

Um, you know, being able to, to go in on her math open day or her English open [00:07:00] day or, or whatever, and to be able to drop them off and pick them up from school without afterschool care. So that was my goal, um, which I did achieve. And, um, you know, that was, that's probably the biggest. The reason I went out on my own was the flexibility for my children.

Meryl: We had a podcast episode recently with Heather Smith and she was talking about building a business to fit her lifestyle and her priority of being there with her kids and I, I started being ninjas really to create freedom for myself. So it's interesting seeing this theme run through different podcast episodes.

Uh, of this show that for some people that they start a business for the financial perspective, but for a lot of, a lot of people, it's about the freedom and the financial benefits that come from a business secondary or a bonus. Well, let's get into that story. So when did you start thinking about selling your bookkeeping business?

Kelly: I kind of had it in my head from probably about seven years in, that was my [00:08:00] exit strategy was to sell it. And I thought, yep, okay, I've got the staff and then, um, we were going really well and then JobKeeper and all that stuff hit. Um, and you know, that, that threw a big, you know, a lot of clients our way.

So we went from about 28 My staff increased, um, and I'm like, so I thought, yep, okay, I'll just get this back on track because, you know, we, we all got a bit lost during that period, um, and overwhelmed. And, um, so I thought, no, I'll get it back on track and then I'll, I'll look at selling in the next, you know, 18 months or two years.

So. Um, but then, uh, one of my main staff, um, decided that she needed to move on and explore new opportunities, um, which, uh, I encouraged, um, because she, you know, she's been with me for so long and, you know, she, it was just mundane to her now and she wanted to learn more on the accountancy side, which I couldn't provide to her.

So she, um, moved on. I got two new staff [00:09:00] members and I went, right, that's it. I've. I've got two, uh, I've, um, had to shut down my husband's two businesses because we were running at a massive loss. And my bookkeeping practice was pretty much keeping them alive. So I, um, also, um, sold it for the point of, I wanted to get out of, uh, the debts for the other businesses.

Um, I was done with mundane. I was over the, you know, uh, job keeper and, uh, all that time. It was very, very stressful. You know, it affected my mental health. So there were, There were many reasons why I decided to sell then. I I would have liked to have kept it for probably another 18 months and got it back on, you know, good standing, but, uh, it just wasn't, um, in the wheelhouse.

It was just now or never. Yeah.

Meryl: Well, let's talk about what that sales process looked like. So when you made the decision that, okay, now's the time to look at selling, what did you do next?  

Kelly: Well, first I got, um, a broker to do an assessment on the financials [00:10:00] to see where it was at. Um, and then I started to, um, once I got that price.

I started to advertise it on my, my bookkeeper's support group, um, that I was looking at selling. Uh, I had a lot of people interested, but they couldn't see the, the dollar value there. Um, and because I was going to keep a couple of clients, so they were a bit concerned about that. Uh, people weren't following up and, and, um, you know, I'd send them the information and it just wasn't, wasn't happening.

So, anyway, I, um, went to, I was a speaker at the Accounting Business Expo in Melbourne and I bumped into my broker. And I'd said, you know, well, my staff are going with the firm and this, that and the other. And she said, well, actually, you've way undervalued yourself because your staff are going with it. I'm like, oh, okay, no worries.

So, anyway, um, she rejigged it and, you know, the, once she went through the financials and what her cut was and everything, I'm like, you know what, just you do it because there was so much involved in it. That it was just easier because [00:11:00] I had no idea what I was doing. I had no idea, um, about a section 52. I had no idea about retention.

I had no idea about any of that. And so, um, the broker was fantastic in that, uh, regard and she really guided me to, um, to get the best price. And, uh, she was the negotiator and she was the one pushing for settlement and, um, yeah, so I cheered her money, that's for sure.

Meryl: Well, we'll talk about retentions as we're going through some of the different opportunities that came up.

Could you explain what a Section 52 is for the listeners?

Kelly: Yep. So, a Section 52 is basically your accountant goes through your profit and loss in your balance sheet and puts it all into a document called a Section 52 and it's just a true representation of the financials of your business. Um, so that's needed for sale.

Meryl: And when you're working with a broker, so I, I haven't worked with a broker before. I've sold some fees before, but not a whole business and I haven't worked with a broker. And one of my concerns with the [00:12:00] broker was how do I incentivize them to sell for the highest price? Because they might just want to sell but not necessarily for the highest price.

But you mentioned it felt like your broker was acting in, in your interest there and negotiating for you. Was that something that was, are they incentivized in some way through their agreement or it more just felt like that's her role to make that happen?

Kelly: Yeah, so it's part her role to make it happen. Um, it's, uh, in her best interest to make it happen because she gets a commission off.

So, and usually that commission is somewhere between, um, 10 and 20 percent of the sale price. So it is quite a hefty price, but, um, when she finds all the buyers, she sets up all the meetings. She, um, organized the heads of agreement. She negotiated for me on behalf of me, um, and she'd make sure that I got the best deal and she would guide me as to what she thought about, you know, yep, this is a great deal.

Now, you know, are you sure about this or [00:13:00] sure about that? So she made me think about it, which was great. Um, and yeah, she, she went into that, um, to get me the best deal.

Meryl: That makes sense. Alright, well let's pick up the story where you've engaged the broker and from that point she went out to the market and gathered accounting and bookkeeping, I assume they were accounting and bookkeeping firms or other firms that are interested in acquiring bookkeeping fee base plus some staff that are moving across.

So what happened next? Did you then start to receive expressions of interest? Did she present a list of people, interested parties? How did that next step work?

Kelly: Yeah, so she had a database of people ready to buy. Um, she put it out to them. So she pulled together like a, um, an overview of what I was selling, um, and sent it off to them.

So like a prospectus. And then, uh, they got in touch with her and said, yes, we'd like to go to the next step, which is a meeting with me to discuss it further. Um, and out of that, I probably had, I don't know, about 20 Zoom meetings. [00:14:00] 15, 20 resume meetings with various people. Um, and that gave me a good idea of whether they would suit my business, my staff, or, um, you know, if they had questions, I'd answer them and, and all that stuff about financials and clients and client bases and what we do.

And then, uh, the next meeting, if they were still interested, the next meeting was to meet, uh, my staff because my staff were a big part of the decision of who we went to. And so, uh, then I got them involved and, um, you know, and then we got, uh, heads of agreement sent through offers.

Meryl: And I imagine that you were vetting them as much as they were vetting you, as to who could successfully take on these clients, keep your team happy and retain them.

I'm interested in what kind of things you were looking for in those conversations, but also what kind of questions they were asking you, what were the acquirers interested in, in those conversations.

Kelly: Yeah, so I was mainly looking for somebody that, um, personality wise was, you know, up and bubbly, [00:15:00] um, and, uh, you know, were happy to answer questions or, you know, happy to take on all of the clients and not, you know, say, Oh, I just want this client, just want this client, which.

You know, it does happen. We had to make sure that they were right for the staff and, you know, what they were offering for the staff. Because part of my agreement was the staff would get a pay rise and, um, that's exactly what, what happened. Um, and so I had to make sure that they were okay with that. Um, and the type of questions that were asked me, I were, you know, how many buses do you lodge?

Um, you know, what systems do you use like, um, for your management as well as for, uh, clients like Xero, ServiceMate, all those kind of things. So, yeah. Uh, how do you get the documentation from your clients, you know, how much is digital, how much is, um, paperwork, all those kind of, you know, how to's in the business.

So, um, that was pretty much their primary concern, how much we earned off each industry, um, and those kinds of things. So, it was more of a. They were getting to know us [00:16:00] and what our client base was like, um, and also making sure that they were, um, they were getting a good deal as well. So it, it has to work both.

Meryl: And you mentioned after those initial conversations where you had a chance to meet each other, in some cases there was a second call where they could meet the team and then. The potential acquirers would come back to you with a heads of agreement with the key terms laid out of what an acquisition offer would look like.

Kelly: Yes. So, once we, uh, once they agreed, they wanted to, uh, go ahead to the next step. Um, then they would put in a heads of agreement offer, uh, and then my broker and I would go through that heads of agreement offer and see if it was, um, exactly what I wanted. So one of them I thought, yep, this is perfect. Um, we started having conversations.

Uh, they were an accountancy firm and then I lost my biggest client. So, that had a massive [00:17:00] impact in the agreement. And so they, uh, we were negotiating along the way of how it would work, how, um, you know, what would work. I've got funds they would put down straight up, all those kind of things and retention.

And once I lost my biggest client, they came back with a, well, we'll actually lower the price and your retention. We're going to push it out to 12 months and 18 months for you to get the referrals through. for new clients. Now, considering I already had three new clients that were coming on board, I thought, well, no, I'm not waiting 18 months for my retention.

So I went back to one of the others that had, um, put in an offer and they put in a new heads of agreement, um, offer, updated one, and it was only six months retention. And, um, you know, with the promise that I would get them to a certain level. of income, um, by that six months. Could you explain

Meryl: how a retention works?

Kelly: Yep. So a retention clause is about, um, when [00:18:00] you sell a business. So say I was selling it for 200, 000, um, then they would withhold. a percentage of that. Now, some of them are 10%, some of them are 20%, some of them are 30%. Now, they withhold that money for a time period of 6 months to 12 months is generally the acceptable time frame.

And basically, um, in that clause, If you're, all of your clients stay in that, uh, with that new firm for the 12 months or the six months, depending on your retention period, um, then you get the full amount of retention. So if it's 20 grand, you get the full 20 grand in 12 months, but if they lose clients along the way, this is why you have to be very particular about who you sell to.

If they lose clients along the way, um, then you need to either have a clause where you, uh, find them new clients, which is what I'm doing, or you have a clause where, um, that you lose a percentage of the, um, of the revenue. [00:19:00] So if they lose 10 percent of their clients, then it knocks the 20, 000 down by 10%.

So, you know, you, you really have to make sure that the retention clause is, um, you know, reachable, you know, I mean, I, I offered to, to give them referrals so that we can build up the base again, because we did lose a few along the way, um, which does happen. And I mean, most of them were little clients and it didn't make a huge difference to the bottom line as such, but I've agreed that, you know, they will get an average income.

from my clients of X, Y, Z. So therefore, um, if they don't reach that average in six months time, then I get less retention back from the sale.

Meryl: There's an interesting way of doing it where if a client leaves, you've got the opportunity to refer them a new client to replace that income. And they like for like, so say it was a 5, 000 a year client or a 10, 000 a year client that left and you replaced it with a new client that signed on for the same amount.

[00:20:00] Would that, uh, would that equalize or are the new clients treated slightly differently?

Kelly: Uh, slightly differently because they're all different. So basically when I lost my big client, I replaced it with four smaller clients. They've lost about four smaller clients and I'm replacing it with a big client that they're taking on board this week.

So, it really depends on what you've got available and, um, you know, because I do rescue work still, I can still refer to them, um, uh, those clients that I'm doing rescue work

Meryl: for. So, as long as the total revenue lost is replaced.

Kelly: It's still going to be the, the average revenue, so it doesn't matter what size they are as long as they, they hit that target.

Meryl: So, you mentioned, I think that you ended up with three different offers, three different heads of agreement from different potential buyers and you've talked about. One of those offers from an accounting firm where they stretched out the retention period and you weren't going to get that final payment until 18 months later, so that wasn't as attractive.[00:21:00]

And then, I believe you had two other offers. And so, could you compare those two offers and then talk through how you made the decision of which one to go with?

Kelly: Yeah. So, that was pretty easy because, um, one of the offers was. Basically, they were going to use me as their bank. So, um, then they would repay me over, you know, a two year, three year period, which didn't work for me because I needed the money up front to pay off debts.

Um, so that was pretty easy to say, no, that's not going to work for me. Uh, it's called vendor finance. Um, and I just couldn't do that. So, as lovely as they were, and they were local, and they would have been great. Um, yeah, that just didn't work for me. So, it, it left me with, you know, the only option was to, they gave me the full price.

They, um, you know, and six month retention, so it was pretty much a no brainer.

Meryl: And when you say full price, do you mean on the date of signing or the first installment was basically all of the cash up [00:22:00] front apart from the retention that's withheld until later? Yeah, I can see how that's much more attractive than being paid off over a couple of years through, as you said, the Bank of Kelly.

Kelly: Yeah, yeah. As lovely as they were, um, and they would have been perfect, but yeah, no, unfortunately, I just couldn't do that.

Meryl: So did anything interesting happen after you decided that this was the acquirer that you were going to go with? And then now I assume you're getting into the nitty gritty of the terms of the contract.

So the heads of the agreement, you're agreeing on the major terms. Yes. But, but I imagine at some point lawyers get involved and then there's a, you have to get into the nitty gritty. Was there anything unusual or unexpected that happened in that phase of the contract negotiation?

Kelly: Um, yeah, so, um, when, when you're negotiating, I mean, it's, it's a lot of back and forth.

It's a lot of, um, you know. Come on, guys. Let's get this organized. You know, it's a lot of, uh, agreements have to be met between your, your lawyer and [00:23:00] their lawyer so that, um, you know, they make sure that both of us are covered. Um, you know, so some of the things that, um, I was. Uh, asking for in the contract, they would come back and say, well, actually, can we change it to X, Y, Z?

So it was more, um, about getting those agreements correct, especially with, you know, the lawyers involved and, and getting that happening. So it actually took us about, I think it was about six to eight weeks. Before we were able to, um, you know, uh, settle and it, uh, so it was a long dragged out kind of negotiation process, but we, I mean, we got there in the end, but it is, it is a negotiation and it does take time and you have to be very clear on what you want, uh, what you expect and also make sure that your buyer is also on the same page.

Meryl: And so are there any clauses in the contract? that you would recommend other bookkeepers or accountants negotiate strongly for if they're the, if they're the ones that are selling?

Kelly: Yeah. So, I mean, I, I've kept a couple of clients, [00:24:00] so that was not part of the, the whole deal. And so that had to be very, it had to be laid out exactly what it was.

And we had to make sure that, um, you know, we had all the assets. It's noted down. And uh, so you need to be aware of what you're actually selling with the business, whether it be a client list or whether it's all your, um, like my laptops and, you know, extra screens and keypads and all that went with my staff.

You have to negotiate your staff if you're selling with staff as well. So there's a lot of areas that you have to be. you know, aware of, uh, you know, as I said, with the staff, I made sure that they got a pay rise. So that was in the contract as well. So there's a lot of things that you need to negotiate, but you really need to know what you want to do first and what you expect and, and, um, you know, how you want to play it out in the contracts first.

Meryl: And I think you've seen some insight into The acquirer's perspective as well, seeing the kind of things they negotiated [00:25:00] for. So you might not be on the lookout to acquire a firm anytime soon, but do you have any insights? Um, if there's other bookkeepers or accountants that are looking to acquire, what kind of things they should be pushing for?

You might have seen that based on what, what your acquirer thought was important.

Kelly: Um, it's important to know, you know, where the income's coming from, the client list and understanding, you know, how often the purchase, uh, the salaries. Invoicing out, are they packages, are they hourly, all that kind of financial information.

Also, you know, if there's any other agreements that they might have in place that you don't know about, you know, does the purchaser have outside agreements with contractors or anything like that, you need to really make sure that there's, uh, nothing in writing that kind of hooks you in, in there as well.

So it's, It's just about, you know, if you're running a business, what do you want to see in another business? You know, how are they, uh, processing, uh, things, you know, who's qualified, who's not qualified, who needs training, who doesn't need training. So it's all those kinds of [00:26:00] things that you need to consider when you're buying a business.

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Meryl: So [00:27:00] it sounds like you went through that six to eight week period, the agreement, the contract was signed and then it's time to transition clients, transition the team across and try and retain as many clients as you can and make that transition smooth. Could you talk through what that transition process looked like and how you plan for it and how it went?

Kelly: Yeah. So, um, we had a one day handover. So that was intense because I was, um, you know, due to go away. So when, um, when we did the settlement, it all happened on one day settlement and as well as handover. So I basically took my staff down to meet the new owners. Um, we all sat down, they got their new employment contracts.

I had already set them up on a Trollo board because that's how I was running. Um, so that they knew where everybody was at and what was going on. So they had access to that and I gave them an email, I set them up on that because they were taking the business name and the website and everything. So I set them [00:28:00] up on their own email, um, and basically I'd emailed out all of our clients saying, you know, we have officially.

Handed over a lot of my clients knew I was selling. So that wasn't a big deal when we were in the meeting. We were sending out new engagement letters with the new BAS agent number on it, um, to get those signed. Uh, we were, you know, just doing client manual. I've got a had a client manual. So I handed that over and said, okay.

Well, this is the expectation of all of the, um, businesses, this is what we do for them, this is what industry they're in, this is their ABN, this is their contact details, dah, dah, dah, dah. I gave them all of that. Yeah, so they ended up having the client manuals and all the details, uh, straight up. So it was, uh, a pretty intense five hours, five, six hours, um, of just go, go, go, um, and just handing over systems and emails and, you know, websites and.

You know, ASIC and all those things that needed to happen. [00:29:00] And then it was just phone support from there for the next couple of weeks to, um, you know, if they had any questions about how I invoiced or had any questions about Clockify or trying to get the reports out from the staff, um, to be able to invoice out those kinds of things.

So it was, um, yeah, just a day to day, um, running. that I got phone calls about after that and, uh, yeah, and now it's all handed over and I just introduced them to new clients.

Meryl: I wanted to go back to something you mentioned there. You said that some of the clients knew about you being in the process of selling and I wanted to get your opinion about the right time to have the conversation both with your staff and your clients.

About selling the business. And so interested in your perspective on that and how you approached it.

Kelly: Yeah, so my staff knew upfront, straight away before I even posted it. They knew what the plan was. They knew, um, they would go and go with the company and, uh, that they would still have a job and that I would negotiate rates and all that kind of thing.

So they, [00:30:00] uh, I was completely a hundred percent upfront with them and they, uh, they, we spoke about each. Um, individual buyer at the time and, you know, who they met and, and got their feedback as well. For clients, it was, you know, I just happened to be, uh, catching up with clients or whatnot. And so, you know, especially my biggest clients, I was saying, you know, this is what's happening.

Um, you know, we will make sure that it's, it's stable and I am available for the next six months. If you need anything or if you're concerned about anything, please reach out. And so they were. They were fine with that because my staff were going with them and I really, by that stage, I really didn't have much to do with any of my clients except for the ones I'm keeping.

So as long as I had my staff members, they were quite happy to move over.

Meryl: I think that can be a challenge for a lot of people when they're selling about, well, you want to, you want to be transparent with your team, but when's the right time to tell them you don't want to put the deal in jeopardy. I like how you approach it where you were able to be transparent, but your team wouldn't [00:31:00] When they knew that they were going to be taken care of and so you can involve them in the process as well and introduce them to the acquire, acquirers and be up front.

Kelly: Yeah, absolutely. I thought it was any, um, it. It was necessary at the time and I know a lot of businesses that don't tell their staff that they've, they've moving on. And I don't know how that's worked out, but I know that, um, you know, if, if the boss came to me one day and said, Oh, by the way, you sold you, you're going to this person now, they're going to be your boss.

And I don't know them from a bar of soap, so I think I'd be a bit miffed. Yes. Yeah.

Meryl: Me too. Yes.

Kelly: I'm like, Oh, great. Okay. You're no longer my boss, but this person is as of today. Like how does that work? Anyway. Yeah.

Meryl: So now that you've had time for the dust to settle on the sale and the transition, are there any, is there anything else that you'd like to share?

Any lessons, reflections that might be useful? to accountants or bookkeepers, either who are interested in selling or who are interested in [00:32:00] buying?

Kelly: Yeah. So when you sell, like it's all of a sudden, Oh my God, my, my to do list is shrunk. So it's like, and I'm not getting all these phone calls from staff or we're not doing a zoom meetings.

You know, it, it really, uh, took up a lot of my time. And, you know, you don't really realize that until you. you let it all go and you're like, wow, how did I do that? How did I manage to get through that? And, um, especially now with my ADHD diagnosis, I'm like, I, I really don't know how I managed to keep it afloat for as long as I did knowing how my brain works.

So it, it was a really weird. moment to go, my God, my phone's not ringing. My emails aren't going spastic. I'm, oh my God, this is weird. So that was probably the weirdest thing. And, and it's probably taken me all this time since, since I sold it in, um, in May that I've. Uh, I'm finally adjusted. I finally, oh, okay, [00:33:00] hang on.

I'm, I'm okay. And I've got a new plan and I'm, you know, building new things. But yeah, that was probably the, the hardest part was adjusting to the new lifestyle as a, you know, if. As a buyer, they've been inundated with, Oh my God, we've got to meet up with these people. We've got to connect with the new people.

And, you know, here's an extra 30 people you need to connect with, um, and introduce yourself. So, you know, it's full on for the first couple of months for them as well. And, um, you know, they bring in new staff, so they've got to get to know. what their strengths and weaknesses are and they've got to, you know, get to know where, where they're at in their career as well.

Um, and, uh, yeah, and support a new, new team. So it's all, um, all hands on deck really.

Meryl: It's interesting that you said it took a couple of months to adjust to that new pace after having been inundated with clients need something, team members need something, the pressure, the pace, the phone calls, the emails.

I felt something similar myself when I went from a full time role to part [00:34:00] time at Bee Ninjans. And, um, I was expecting, oh, amazing, I've been working towards this for seven years. And, but then I felt guilty for a while when I wasn't working and I was expect, just felt like I should be doing something and I couldn't relax and enjoy the time.

It took me a couple of months to adjust as well, which caught me completely by surprise.

Kelly: Yeah, absolutely. It just. You know, you go from full on everything to nothing and it's like, Oh, hang on, what just happened?

Meryl: So what have you been doing with that extra time?

Kelly: Well, um, I've been working on bookkeeper support, so I hope to have about, um, I think I'm up to about eight courses, um, that I should be releasing over the next few months.

And, um, so they'll be all be online courses and online communities, um, for that, as well as, uh, running retreats and I'm doing, um, a fair bit of rescue work at the moment and helping out other bookkeepers while they are on leave.

Meryl: I mean, I'm intrigued by that. What does a typical retreat look like?

Kelly: So, [00:35:00] a typical retreat is, um, a Friday night to Sunday lunchtime and, um, it's first, you know, Fridays, get to know each other and, you know, maybe have a wine or something and, um, have chat, uh, about where they're at and then, um, Saturday is, is full on learning.

So, uh, depending on what I've got. Um, install for them. So it's, um, the last one we've got is cashflow. So they're learning how to do a cashflow. They're learning how to do budgets. They're, um, putting together their own business plan and they can also use that for their clients. Um, they're looking at their marketing.

They're looking at their fee structure. Um, so we discuss all those things, um, along with all the paperwork and understanding of what everything means and, and how they need to, um, set it up or focus on it, um, as well as workflow systems and those kind of things. And then, um, we go out for dinner on a Saturday night and then, uh, Sunday it's just a recap and making sure everybody's got what they need. Um, and then we all, uh, head home.

Meryl: Amazing. Well, Kelly, thank you so much [00:36:00] for coming on the podcast and being so transparent with the sale process of your firm. I think this episode's perfect. really useful to accountants and bookkeepers, both who are interested in selling, but also those that are interested in acquiring.

Kelly: Yeah, absolutely. And you've got to be organized. You've got to know exactly what your exit strategy is, you know, um, a couple of years before you do it. So you can really plan ahead. And if you're planning on getting rid of your client list or with your, with your staff, then make sure that you're as little involved as possible because that makes it a lot easier to hand over.

Meryl: And lastly, what's the best way for people to get in touch with you or to find out more about the bookkeepers support group or the retreats? Yeah.

Kelly: So you can go to my website, www.bookkeeperssupport.com.au and uh, that's got all my retreats and mentoring and coaching and all that kind of stuff all on there.

Amazing. Awesome. Thanks so much, Kelly. Thank you so much Meryl.

Meryl outro: It was great chatting with Kelly [00:37:00] today and hearing about her experience selling a bookkeeping firm. Selling businesses is not something that we do that often over the course of our career for most of us. So I think it's really helpful to hear The inside story of how people are going about making acquisitions and also selling their businesses within the bookkeeping and accounting industries.

A couple of things that stood out to me in this conversation. The first one was the way that Kelly included her staff in the deal process so early. When I've talked with other friends who have sold businesses, uh, mostly they didn't let their team know about the transition until it had actually. Okay.

And the main reason for that was that particularly in larger teams, they didn't want the team to become aware of something that could risk the deal. And so yes, they would have liked to bring their team along on the journey, but it was a calculated risk not to tell them. So I thought it was lovely that Kelly was able to let her team know.

Early [00:38:00] on that she was looking to find an acquirer for the business, but that she was going to make sure that they were taken care of. And, and that was part of her criteria in finding the right person to buy the business. One of Kelly's reflections or tips for other people who were thinking about selling is being very clear on what you want from the transaction.

And so Kelly was clear that she wanted cash upfront and not vendor financing. She wanted to find roles for her team. And there were. Specific things like the acquirer being willing to honor the pay rises that she had committed to with her team that were, that needed to be in the deal. And because she was clear about those things, she was also able to compromise on other things that maybe weren't so important to her, but were important to the acquirer.

And the third thing from my perspective was that it was interesting hearing about her great experience working with a broker. I haven't done a deal exactly like this, but I have done a couple of fee sales before, and you've heard one interview, if [00:39:00] you listen to the, to previous episodes of the podcast with Sarah Parkinson, who actually acquired a parcel of fees from me at B& H's.

And I haven't worked with a broker in any of these deals, and it was interesting hearing about how supportive and helpful it was for Kelly. And finally, an ask from me, if you've been enjoying the podcast, Then five star reviews on whatever your chosen podcast player really assist in getting the name of the podcast out there.

So if you enjoyed the show, then a review would be really appreciated. Thanks everyone.